The Members,
Your Directors are pleased to present their Eighth Annual Report on the business and
operations of the Company and the accounts for the financial year ended 31 March 2017.
BACKGROUND
Shri Krishna Prasadam Limited was incorporated as a private limited company on 28th
May 2009 under the provisions of the Companies Act, 1956 with the object of dealing in
rudraksha, beeds, tulsi, gems, diamonds, jewelleries and precious stones etc.
Company successfully carried on the business of trading in to the gems, jewelleries and
precious stones since its inception. Later on Company has changed its main object to
trading of agricultural products and Real Estate business; the new certificate pursuant to
object change was issued by Registrar of Companies on 16th December 2013. At present the
Company is engaged in the business of trading of agricultural produce and in particular
trading of RICE of several qualities.
The Company has been converted from Private Limited to Public Limited after complying
with the provisions of the Companies Act, 1956, in this regard and the name of Company
consequent upon the conversion has been changed from Shri Krishna Prasadam Pvt. Ltd. to
Shri Krishna Prasadam Limited. The fresh certificate of incorporation was issued by the
registrar of the Companies NCT of Delhi on 24th December 2013.
Your Company has also expanded its business in Real Estate, the company is service
provider in the real estate sector to the company engaged in the development of projects
in the form consultancy, marketing underwriting services etc.
Scope of Services offered by the Company
• Renting
• Sell & Purchase
• Marketing of the projects
• Underwriting of properties
• Consultancy
At present company has emphasized its focus only on the residential properties in the
area of Delhi NCR and other surrounding region. We are also planning to extend our
Services to the commercial properties segment. Company believes in stepwise, consistent,
and sustainable growth. We are also planning to expand our geographical presence and
clientele base.
FINANCIAL RESULT
|
|
|
(Rupees in Lacs) |
| Sr. No. |
Particulars |
F.Y. 2016-17 |
F.Y. 2015-16 |
| 1 |
Net Sales/ Income From Operation |
45.21 |
343.90 |
| 2 |
Operating Expenditure |
47.18 |
343.67 |
| 3 |
Operating Profit |
0.00 |
0.00 |
| 4 |
Add: Other Income |
2.64 |
0.00 |
| 5 |
Less: Finance Cost |
0.00 |
0.00 |
| 6 |
Profit before Depreciation and Tax |
0.67 |
0.43 |
| 7 |
Less: Depreciation/ Amortization/Impairment |
0.11 |
0.21 |
| 8 |
Profit Before Tax |
0.68 |
0.22 |
| 9 |
Less: Tax Expanses |
0.22 |
0.07 |
| 10 |
Net Profit/ Loss after Tax |
0.46 |
0.15 |
REVIEW OF OPERATION
The Company has earned profit of Rs. 46,506.00/- on a standalone basis for the
financial year 2016-17 as compared to profit of Rs. 14,696.27/- during financial year
2015-16.The Company has earned profit of Rs. 199,338.00/- on a consolidated basis for the
financial year 2016-17 as compared to loss of Rs. 9,391.98/- during financial year
2015-16. The management assures you that it will try to bring the Company in the more
profitable situation in the coming years.
Your Company hopes to increase its presence in other geographical market in the coming
years, which would significantly increase the top line and bottom line of Company in the
coming years.
DIVIDEND
The Board of Directors of your Company is of the opinion that keeping in view the
future fund requirements of the Company. Your Directors have not recommended any dividend
on equity shares for the year under review. The Board assures you to present a much strong
financial statements in coming years.
TRASFER TO RESERVES
During the financial year 2016-17 an amount of Rs. 46,506.00/- has been transferred to
General Reserve.
AUDITORS
• STATUTORY AUDITORS
Due to the pre-occupations M/s Rishi Arora & Associates, Chartered Accountants were
unable to continue as Statutory Auditor of your company, they presented resignation letter
to company on 28.08.2017.
The Board has recommended the appointment of M/s. Sandeep Manuja & Associates,
Chartered Accountants having registration No.009525N as the Statutory Auditor of the
Company, up to the conclusion of next five Annual General Meetings (AGM).
As required under Section 139 of the Companies Act, 2013, the Company has obtained a
certificate from them to the effect that their appointment, would be in accordance with
the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as
may be applicable.
During the year under review, Internal Audit of the Company has been carried out by Mr.
Gaurav Bansal, Chartered Accountants, Delhi for the financial year 2016-17.
For FY 2017-2018 your board has appointed M/s Prachi Bhagwat & Associates, having
FRN: 145133Was Internal Auditors of the company.
• SECRETARIAL AUDITOR
M/s V Kumar & Associates, Practicing Company Secretaries, was appointed to conduct
the secretarial audit of the Company for the financial year 2016-17, as required under
Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year ended 31st March, 2017 is annexed herewith and marked as Annexure I
to this Report. The Secretarial Audit Report does contain following qualification,
reservation or adverse remark:
a) The Company has not complied with the provisions of the Companies Act, 2013 to the
extent of filing of Form-MR-1 for return of appointment of Mr. Manpreet Singh as whole
time director (WTD) of the Company.
b) The Company has not complied with the provisions of the Companies Act, 2013 to the
extent of appointment of Company Secretary (CS) during the period starting from April 2016
to the period ended as on September 2016.
Management's reply:
Your Board put its best efforts to appoint a suitable company secretary for you
company, despite of the fact that Board conducted several interviews few months passed by
in order to find an appropriate company secretary. At present company has appointed Ms.
Bhavna Saboo as company secretary of your company.
AUDITORS' REPORT
The Auditors' report on the financial statement for the financial year 2016-17 is
self-explanatory and does not require any comment from the management of the company.
SECRETARIAL AUDITORS' REPORT
The Secretarial Auditors' Report on the compliances of all the laws which are
applicable on the Company for the financial year 2016-17and done by M/s V Kumar &
Associates.
DIRECTORATE
In pursuant to the provisions of Section 152 of the Act and the Articles of Association
of the Company, Mr. Subhash Kumar Jha, Director is liable to retire by rotation at the
ensuing Annual General Meeting ("AGM") and is eligible for re-appointment.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provision of Section 203 of Companies Act, 2013 Mr. Vidyanand Yadav who
was appointed as a Chief Financial Officer of the company in the Board Meeting held on 28th
August 2015is continuing as a Chief Financial Officer of company. Mr. Kulbhushan Parashar
has resigned from the post of Company Secretary as on 14th January,
2016.Company has appointed Ms. Bhavna Saboo as Company Secretary on 30.05.2017.
DETAIL OF BOARD OF DIRECTORS
| Sr. No. |
Name of Director |
Designation |
Date of Appointmen t |
Date of Cessation |
| 1. |
Kulbhushan Parashar |
Non-Executive Promoter Director (chairman) |
14.01.2016 |
N.A. |
| 2. |
Manpreet Singh |
Whole-Time Director |
12.07.2016 |
N.A. |
| 3. |
Subhash Kumar Jha |
Director |
18.08.2014 |
N.A. |
| 4. |
Ruhi Naaz |
Independent Director |
07.11.2015 |
N.A. |
| 5. |
Roshan Singh |
Independent Director |
02.09.2016 |
N.A |
ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has carried out an annual evaluation of its own performance and
individual directors pursuant to the provisions of the Companies Act, 2013. The
performance of the Board was evaluated by the Board on the basis of the criteria laid down
by the board of Directors for evaluating the performance of Board such as the Board
composition and structure, effectiveness of Board process, information and functioning
etc. The performance of the individual directors is evaluated by the whole board of
Directors excluding the Director whose performance is being evaluated on the basis of the
criteria such as the contribution of individual director to the Board and committee
meetings like preparedness on the issue to be discussed, meaningful and constructive
contribution and inputs in meetings, etc
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration as required under Section 178 of the
Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed
herewith and marked as Annexure II to this Report.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protect
its assets as well as to improve the overall productivity of its operations. All the
transactions are properly authorized, recorded and reported to the management. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The detailed process of review not only
ensures reliability of control systems and legal compliances with applicable legislation,
defined policies and processes but also reviews efficiency of systems and ensures
safeguarding of assets.
RISK MANAGEMENT
The Company has a Risk Management policy in place that defines and lays out the
strategies and methodology to decide on the risk taking ability of the organization. The
Company constantly reviews its exposure to various types of risk, whether it be
regulatory, operational, environmental, financial or political. The Company has in place
adequate systems to ensure compliance with all regulatory and statutory matters and
reviews the same on a periodic basis and takes appropriate corrective action as and when
necessary.
CORPORATE GOVERNANCE REPORT
In pursuance of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015the Corporate Governance Report shall not be applicable to
company having its share listed on the SME Platform of the Stock Exchange. Therefore
separate report of corporate governance is not attached herewith.
In spite of above aforesaid non applicability, Your Company adopts best practices for
corporate governance, disclosure standards and enhanced shareholder's value while
protecting the interest of all other stakeholders including clients, its employee. This
has enabled your Company to earn the trust and goodwill of its investors, business
partners, employees and the communities in which it operates. Your directors believe that
Company profitability must go hand in hand with a sense of responsibility towards all
stakeholders, employee and communities.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following substantive Committees constituted by
the Board function according to their respective roles and defined scope:
• Audit Committee of Directors
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
DIRECTOR'S RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THE
COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Accounting standard as
prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with Rule 7
of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent
notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of
these standards.
The directors confirm that:
• In preparation of the annual accounts for the financial year ended March 31,
2017, the applicable accounting standards have been followed.
• The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period.
• The directors have taken proper and sufficient care towards the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
• The directors have prepared the annual accounts on a going concern basis.
• The directors have laid down internal financial controls, which are adequate and
are operating effectively.
• The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no
statement is required be given showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
No remuneration has been given to any Director during the FY 2016-2017 therefore the
ratio between the salaries of Directors and employees cannot be calculated.
The number of permanent employees on the rolls of company: 2
The key parameters for the variable component of remuneration, if any, availed by the
Directors are considered by the Board of Directors based on the recommendations of the
Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for
Directors.
Affirmation that the remuneration is as per the remuneration policy of the Company:
No remuneration has been paid during the relevant year.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited (SME Segment) and the Company has paid
the necessary listing fees for the Financial Year 2017-18.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in accordance with
the Section 188 of the Companies Act, 2013. There were no related party transactions.
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to
this Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2017, 12 meetings of the Board of Directors
were held as against the statutory minimum requirement of 4 times. None of the two Board
Meetings have a gap of more than 120 days between them. The dates of meetings are
mentioned below:
| Sr. No. |
Date |
| 1. |
27.05.2016 |
| 2. |
12.07.2016 |
| 3. |
19.07.2016 |
| 4. |
28.08.2016 |
| 5. |
31.08.2016 |
| 6. |
02.09.2016 |
| 7. |
14.11.2016 |
| 8. |
16.11.2016 |
| 8. |
10.01.2017 |
| 10. |
12.02.2017 |
| 11. |
23.02.2017 |
| 12. |
30.03.2017 |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members, including two Non Executive
Director viz. Mr. Kulbhushan Parashar and Mr. Subhash Kumar Jha and one Non Executive
Independent Director Ms. Ruhi Naaz. Presently, Ms. Ruhi Naaz is heading the Committee.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of three members, viz.
Mr. Kulbhushan Parashar, Ms. Ruhi Naaz and Mr. Subhash Kumar Jha. Ms. Ruhi Naaz is heading
the Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members, viz. Mr.
Kulbhushan Parashar, Ms. Ruhi Naaz and Mr. Subhash Kumar Jha, Ms. Ruhi Naaz is heading the
Committee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its
meeting held on 14th August, 2014 has adopted a vigil mechanism/whistle blower
policy of the Company. The policy provides a framework for directors and employees to
report genuine concerns about unethical behavior, actual or suspected fraud or violation
of the Company's code of conduct or ethics policy. Protected disclosures can be made by a
whistle blower through an email or to the Chairman of the Audit Committee. The vigil
mechanism/whistle blower policy can be accessed on the Company's website at the link:
www.shrikrishnaprasadam.com
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and the Board has
constituted an Internal Complaints Committee to consider and redress complaints of sexual
harassment & also adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder.
During the financial year 2016-17, the Company has not received any complaints on
sexual harassment.
H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and securities are
provided in the financial statements as annexed.
I) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT
There were no such changes during the period under consideration.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
• Details relating to deposits covered under Chapter V of the Companies Act, 2013.
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
• The Directors of the Company did not receive any remuneration or commission from
subsidiary.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
(i) The steps taken or impact on conservation of energy: Your Company is conscious
about its responsibility to conserve energy, power and other energy sources wherever
possible. We emphasis towards a safe and clean environment and continue to adhere to all
regulatory requirements and guidelines.
(ii) The steps taken by the company for utilizing alternate sources of energy; The
Company has been taking energy saving measures viz., Energy saver electrical equipments,
LEDs, Power saver cables are provided inside the building for common area lighting in the
projects of the Company, Efficient ventilation system in offices and the projects of the
Company.
(iii) The capital investment on energy conservation equipments; Your company has nil
capital investment on energy conservation equipments.
B. TECHNOLOGY ABSORPTION-
(i) The efforts made towards technology absorption; N.A.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution; N.A.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- N.A.
(a) The details of technology imported;
(b) The year of import;
(c) Whether the technology been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Detail of Foreign exchange earnings and outgo of your Company is below mentioned:
|
|
(in Rs.) |
| Particulars |
FY 2016-17 |
FY 2015-16 |
| Foreign Exchange earning |
Nil |
Nil |
| Foreign Exchange outflow |
Nil |
Nil |
ACKNOWLEDGEMENTS
On behalf of the Directors of the Company, We would like to place on record our deep
appreciation to our Shareholders, Customers, Business Partners, Vendors and Bankers. The
Directors are thankful to the Government of India and the various Ministries, the State
Governments and the various Ministries, Regulatory authorities, communities in the
neighborhood of our operations.
We also appreciate and value the contributions made by all our employees for making
Shri Krishna Prasadam Limited what it is.
| Registered Office |
|
By Order of Board of Directors |
| C-214, Second Floor Paryavaran |
|
Shri Krishna Prasadam Limited |
| Complex, |
Sd/- |
Sd/- |
| Near Saket Metro Station |
Manpreet Singh |
Kulbhushan Parashar |
| New Delhi 110030 |
Whole-time Director |
Chairman & Non Executive Director |
|
DIN:07514820 |
DIN :02608369 |
|
|
|
| Date: 04.09.2017 |
|
|
| Place: New Delhi |
|
|
|